On June 17, 2024, the U.S. Supreme Court granted certiorari in Nvidia Corp. v. E. Ohman J:or Fonder AB [No. 23-970]. The Supreme Court’s decision is expected to address, for the first time in over a decade, the exacting...more
On April 12, 2024, the U.S. Supreme Court issued an important decision in the case of Macquarie Infrastructure Corp. v. Moab Partners, L.P., No. 22-1165. Justice Sotomayor, writing for a unanimous Court, ruled that “pure...more
Key Takeaways -
In a case of first impression, the Delaware Court of Chancery issued a decision that could give investors more time to sue corporate directors and officers for Caremark breach of fiduciary duty claims....more
Key Points -
The 9th Circuit, disagreeing again with the 2nd, 3rd, 5th, 6th, and 11th Circuits, reaffirmed that claims under Section 14(e) of the Exchange Act do not require a showing of scienter.
In the 9th...more
Key Points -
Fourth Circuit points to SEC guidance on “less is more” approach to cybersecurity disclosures, while finding such disclosures did not violate federal securities laws.
Omissions of data vulnerabilities were...more
On June 21, 2021, the U.S. Supreme Court issued its opinion in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System,1 vacating the 2nd Circuit’s previous decision and remanding for further consideration as to...more
7/29/2021
/ Arkansas Teacher Retirement System v Goldman Sachs Group ,
Burden of Persuasion ,
Class Action ,
Class Certification ,
Conflicts of Interest ,
Fraud-on-the-Market ,
Goldman Sachs ,
Investors ,
Presumption of Reliance ,
SCOTUS ,
Securities Exchange Act ,
Securities Litigation ,
Shareholders
On March 29, 2021, the U.S. Supreme Court heard oral argument in Goldman Sachs Group, Inc. v. Arkansas Teacher Retirement System. In this closely watched case, the Court is expected to clarify the evidentiary burden for...more
Amendments Come on the Heels of Supreme Court Decisions on SEC Disgorgement -
On January 1, 2021, Congress passed the National Defense Authorization Act (NDAA). Embedded in the NDAA’s more than 1,400 pages is Section...more
On December 7, 2020, parties and practitioners in international commercial arbitration came one step closer to resolving the threshold question of the applicability of 28 U.S.C. § 1782 to international commercial tribunals....more
- California state court held that federal forum provisions for Securities Act claims are not illegal and may be used to sidestep the bar on removal of Securities Act claims following the United States Supreme Court’s ruling...more
• The United States Supreme Court held that a disseminator of a false statement with intent to defraud can be held liable under subsections (a) and (c) of Rule 10b-5, §10(b) of the Exchange Act and §17(a)(1) of the Securities...more
4/2/2019
/ Appeals ,
Enforcement Actions ,
False Statements ,
Fines ,
Intent to Defraud ,
Investment Banks ,
Lorenzo v SEC ,
Material Dissemination ,
Misleading Statements ,
Reaffirmation ,
Rule 10b-5 ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Suspensions
• In a rare move, the Delaware Court of Chancery affirmed a buyer’s contractual right to terminate a $4.75 billion merger based on a sudden and sustained decline in the seller’s business.
• The decision provides guidance to...more
• SEC ALJs are “Officers of the United States” within the meaning of the Appointments Clause and therefore must be appointed directly by the SEC. The Court’s decision may permit litigants in prior and pending administrative...more
6/26/2018
/ Administrative Agencies ,
Administrative Law Judge (ALJ) ,
Administrative Proceedings ,
Appeals ,
Appointments Clause ,
Constitutional Challenges ,
Enforcement Actions ,
Final Written Decisions ,
Lucia v SEC ,
Officers of the United States ,
Remand ,
Reversal ,
SCOTUS ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Special Trial Judges (STJs)
• The United States Supreme Court held that certain securities class actions affecting issuer defendants may be brought in state court and may not be removed to federal court.
• The decision will likely extend or expand...more
• For the second time in 2017, the Delaware Supreme Court reversed a Chancery Court’s decision to assign little or no weight to deal price in appraisal cases
• In both cases, the court remained firm in its decision not to...more
12/22/2017
/ Abuse of Discretion ,
Appraisal ,
Appraisal Rights ,
Buyouts ,
Competition ,
DE Supreme Court ,
Delaware General Corporation Law ,
Dell ,
Fair Market Value ,
Remand ,
Reversal
• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses
• This marks the first time in nearly 60 years that Delaware’s...more
12/22/2017
/ Appeals ,
Board of Directors ,
Bonuses ,
Breach of Duty ,
Corporate Counsel ,
DE Supreme Court ,
Derivative Suit ,
Director Compensation ,
Discretionary Clauses ,
Dismissals ,
Equity Plans ,
Fairness Standard ,
Fiduciary Duty ,
Incentive Compensation ,
New Guidance ,
Ratification ,
Reversal ,
Self-Dealing ,
Shareholder Approval ,
Shareholder Litigation
• Action Item #1: Insureds should try to report claims for all property damage, including those caused by Hurricane Harvey, by no later than August 31, 2017, in order to avail themselves of the opportunity for an 18 percent...more
8/31/2017
/ Attorney's Fees ,
Business Interruption ,
Claim Procedures ,
Denial of Insurance Coverage ,
Flood Insurance ,
Flooding ,
Homeowners ,
Hurricane Harvey ,
Hurricane Season ,
Insurance Claims ,
Interest Rate Adjustments ,
Natural Disasters ,
New Legislation ,
Post-Judgment Interest ,
Property Damage ,
Property Insurance ,
Property Owners ,
Reporting Requirements ,
Severe Weather ,
Written Notice
Earlier this month, both the Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) and the Financial Industry Regulatory Authority (FINRA) included the EB-5 Immigrant Investor...more
On January 11, the Securities and Exchange Commission’s (SEC) Office of Compliance Inspections and Examinations (OCIE) announced its examination priorities for this year. Cybersecurity, municipal advisors and the protection...more
On September 10, 2015, the 2nd Circuit, in Berman v. Neo@Ogilvy LLC, issued a divided opinion concerning the scope of protections offered by the Dodd-Frank Wall Street Reform and Consumer Protection Act. In a 2-1 decision,...more
On July 25, 2015, Judge Barbara Lynn of the Northern District of Texas issued a formative opinion in the class actions securities arena. The case, The Erica P. John Fund, Inc., et al. v. Halliburton Co., et al., No....more